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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SEPTEMBER 13, 2001
REGISTRATION NO. 333-70625
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CORRECTIONS CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
MARYLAND 62-1763875
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification Number)
10 Burton Hills Boulevard
Nashville, Tennessee 37215
(615) 263-3000
(Address, including zip code and telephone
number, including area code, of
registrant's principal executive offices)
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CORRECTIONS CORPORATION OF AMERICA 1997 EMPLOYEE SHARE INCENTIVE PLAN
(FORMERLY, CCA PRISON REALTY TRUST 1997 EMPLOYEE SHARE INCENTIVE PLAN)
(Full title of the plan)
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John D. Ferguson Copy to:
Chief Executive Officer and President Albert J. Bart, Esq.
Corrections Corporation of America Stokes Bartholomew Evans & Petree, P.A.
10 Burton Hills Boulevard 424 Church Street, Suite 2800
Nashville, Tennessee 37215 Nashville, Tennessee 37219
Telephone: (615) 263-3000 Telephone: (615) 259-1450
Facsimile: (615) 263-3010 Facsimile: (615) 259-1470
(Name, address, telephone number and facsimile number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to Be Amount to Be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price per Share Aggregate Offering Price Registration Fee
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Common Stock,
$0.01 par value per share
("Common Stock"), to be
issued pursuant to the
Corrections Corporation
of America 1997
Employee Share
Incentive Plan (the
"Plan") 200,000(1) $15.00(2) $3,000,000.00 $750.00
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(1) Pursuant to Rule 457(h)(1) promulgated under the Securities Act of
1933, as amended (the "Securities Act"), for the sole purpose of
calculating the registration fee, the number of shares of Common Stock
to be registered is the number of additional shares authorized to be
issued under the Plan and covered by this Post-Effective Amendment.
The registrant paid a fee of $8,058.25 to register 1,300,000 shares of
Common Stock to be issued under the Plan in the initial filing of this
Registration Statement.
(2) Calculated pursuant to Rule 457(c), as permitted by Rule 457(h)(1),
based upon the average of the high and low prices of the Common Stock
on the New York Stock Exchange (the "NYSE") on September 6, 2001 for
200,000 shares of additional shares of Common Stock issuable upon the
exercise of options available for issuance under the Plan and covered
by this Post-Effective Amendment to the Registration Statement.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Post-Effective Amendment")
covers an aggregate of 200,000 additional shares (on a post-Reverse Stock Split
basis, as discussed below) of the common stock, $0.01 par value per share (the
"Common Stock"), of Corrections Corporation of America, a Maryland corporation
formerly known as Prison Realty Trust, Inc. and Prison Realty Corporation and
successor by merger to CCA Prison Realty Trust (the "Company"), to be issued
pursuant to the Corrections Corporation of America 1997 Employee Share Incentive
Plan (the "Plan").
On January 15, 1999, the Company registered an aggregate of 1,300,000
shares of Common Stock to be issued pursuant to the Plan. Following its approval
by the Company's Board of Directors and its Compensation Committee, on December
13, 2000 the Company's stockholders considered and approved an amendment to the
Plan to, among other things, increase the number of shares of Common Stock
reserved and authorized for issuance pursuant to the Plan to an aggregate of
15,000,000 shares. Effective May 18, 2001, the Company completed a reverse split
of its Common Stock (the "Reverse Stock Split") pursuant to which every ten
shares of the Company's Common Stock, $0.01 par value per share, issued and
outstanding immediately prior to the effective time of the Reverse Stock Split
was reclassified and changed into one fully paid and nonassessable share of the
Company's Common Stock, also $0.01 par value per share. As a result of the
Reverse Stock Split, the aggregate number of shares of Common Stock reserved and
available for issuance under the Plan has been reduced to an aggregate of
1,500,000 shares and, therefore, an aggregate of 200,000 additional shares are
being registered hereunder. Except where indicated otherwise, all references to
the Company's Common Stock and related matters herein are on a post-Reverse
Stock Split basis.
Pursuant to General Instruction E to Form S-8, the remaining contents
of the original Registration Statement covering the Plan are hereby incorporated
by reference.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Post-Effective Amendment shall be deemed to be
modified or superseded for purposes of this Post-Effective Amendment to the
extent that a statement contained in this Post-Effective Amendment or in any
other subsequently filed document that also is, or is deemed to be, incorporated
by reference in this Post-Effective Amendment modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Post Effective
Amendment.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed
with or included in this Post-Effective Amendment (by incorporation by reference
or otherwise) in accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission are
incorporated by reference into this Post-Effective Amendment:
(a) The Company's Prospectus (the "Prospectus") filed with the
Commission on August 4, 2000 pursuant to Rule 424(b)(4)
promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), as supplemented on September 6, 2000,
included in its Registration Statement on Form S-4, filed with
the Commission on July 19, 2000 (Registration No. 333-41778)
(the "Registration Statement on Form S-4").
(b) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000, filed with the Commission on April 17, 2001
(File No. 0-25245).
(c) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2001, filed with the Commission on May
15, 2001 (File No. 0-25245).
(d) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2001, filed with the Commission on
August 13, 2001 (File No. 0-25245).
(e) The Company's Current Report on Form 8-K, filed with the
Commission on February 16, 2001 (File No. 0-25245).
(f) The Company's Current Report on Form 8-K, filed with the
Commission on May 8, 2001 (File No. 0-25245).
(g) The description of the Company's Common Stock contained under
the heading "Proposal to Approve the Merger - Prison Realty
Capital Stock" in the Company's Prospectus, including any
amendment or report filed subsequent to the date of this
Registration Statement for the purpose of updating such
description.
In addition, all other documents and reports filed with the Commission
by the Company pursuant to Sections 13(a) and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement as amended
and to be part hereof from the date of filing of such documents.
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ITEM 4. DESCRIPTION OF SECURITIES.
The Common Stock registered hereby is included in a class of securities
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI of the Company's Amended and Restated Charter provides that,
to the maximum extent that Maryland law from time to time permits limitation of
liability of directors or officers of corporations, no person who at any time
was or is a director or officer of the Company shall be personally liable to the
Company or its stockholders for money damages.
Section 2-418 of the Maryland General Corporation Law (the "MGCL")
generally permits indemnification of any director made a party to any
proceedings by reason of service as a director unless it is established that:
(i) the act or omission of such person was material to the matter giving rise to
the proceedings and was committed in bad faith or was the result of active and
deliberate dishonesty; (ii) such person actually received an improper personal
benefit in money, property or services; or (iii) in the case of any criminal
proceedings, such person had reasonable cause to believe that the act or
omission was unlawful. The indemnity may include judgments, penalties, fines,
settlements and reasonable expenses (including attorneys' fees) actually
incurred by the director in connection with the proceeding; but, if the
proceeding is one by, or in the right of, the corporation, indemnification is
not permitted with respect to any proceeding in which the director has been
adjudged to be liable to the corporation, or if the proceeding is one charging
improper personal benefit to the director, whether or not involving action in
the director's official capacity, indemnification of the director is not
permitted if the director was adjudged to be liable on the basis that personal
benefit was improperly received. The termination of any proceeding by conviction
or upon a plea of nolo contendere or its equivalent, or an entry of an order of
probation prior to judgment, creates a rebuttable presumption that the director
did not meet the requisite standard of conduct required for permitted
indemnification. The termination of any proceeding by judgment, order or
settlement, however, does not create a presumption that the director failed to
meet the requisite standard of conduct for permitted indemnification.
Under the provisions of the Company's bylaws, the Company is required
to indemnify a current or former director or officer for reasonable expenses
incurred if such individual has been successful, on the merits or otherwise, in
defense of any proceeding arising out of such individual's official capacity.
Under the provisions of its bylaws, the Company is also required to indemnify
any current or former director, or any current or former officer in any
proceeding arising out of such individual's official capacity, unless it is
established that:
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- the proceeding involves an act or omission of such individual
which was material to the matter giving rise to the proceeding
and was either (i) committed in bad faith; or (ii) was the
result of active and deliberate dishonesty;
- the individual actually received an improper personal benefit
in money, property or services; or
- in the case of a criminal proceeding, the director had
reasonable cause to believe the act or omission was unlawful.
In addition, under Maryland law, the Company is required to indemnify a current
or former director or officer in any proceeding arising out of such individual's
official capacity if a court of appropriate jurisdiction determines such
individual is entitled to indemnification.
Under Maryland law, any such indemnification may be against judgments,
penalties, settlements and reasonable expenses actually incurred in connection
with the proceeding. However, if the proceeding is one by or in the right of the
corporation, the Company may not provide indemnification with respect of any
proceeding in which the individual is adjudged liable to the corporation. In
addition, if the proceeding is one charging improper personal benefit to the
individual whether or not involving action in the director's official capacity,
indemnification is not permitted if the director is adjudged to be liable on the
basis that personal benefit was improperly received.
Under the Company's bylaws, the Company shall pay or reimburse, in
advance of final disposition of a proceeding, reasonable expenses incurred by a
current or former director or officer, if such individual affirms in good faith
that he or she has satisfied the applicable standard of conduct necessary for
indemnification and agrees to repay amounts paid to such individual if it is
determined that such standard is not met. Under the Company's bylaws, the
Company may also provide to directors or officers additional indemnification or
payment or reimbursement of expenses to the fullest extent permitted by Maryland
law for directors of Maryland corporations.
Indemnification under the provisions of Maryland law is not deemed
exclusive of any other rights, by indemnification or otherwise, to which a
director may be entitled under the charter, bylaws, any resolution of
stockholders or directors, any agreement or otherwise.
The statute permits a Maryland corporation to indemnify its officers,
employees and agents to the same extent as its directors. The Company's bylaws
provide that (i) the Company may, with the approval of its board of directors,
indemnify any employee or agent of the Company (or a predecessor) to the extent
to which the Company is required to indemnify its directors and officers and
(ii) the Company must indemnify its officers to the same extent it indemnifies
directors.
The Company maintains directors' and officers' liability insurance to
insure against losses arising from claims made against its directors and
officers, subject to the limitations and conditions set forth in such policies.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
NUMBER DESCRIPTION OF EXHIBIT
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4.1 Provisions defining the rights of holders of shares of Common Stock of the Company are found in
Article V of the Amended and Restated Charter of the Company and Article II of the Second
Amended and Restated Bylaws of the Company (previously filed as Exhibits 3.1 and 3.2,
respectively, to the Company's Annual Report on Form 10-K for the year ended December 31, 2000,
filed with the Commission on April 17, 2001 (File No. 0-25245) and incorporated herein by reference).
4.2 Specimen of certificate representing the Company's Common Stock (previously filed as Exhibit
4.2 to the Company's Registration Statement on Form S-4 (Registration No. 333-65017), filed
with the Commission on September 30, 1998 and incorporated herein by reference).
5.1 Opinion of Stokes Bartholomew Evans & Petree, P.A. regarding the validity of the additional
shares of Common Stock being registered.
10.1 Corrections Corporation of America's 1997 Employee Share Incentive Plan (formerly CCA Prison
Realty Trust's 1997 Employee Share Incentive Plan) (previously filed as Exhibit 10.25 to
Quarterly Report on Form 10-Q filed with the Commission on August 25, 1997 (File No. 1-13049)
and incorporated herein by this reference).
10.2 First Amendment to 1997 Employee Share Incentive Plan (previously filed as Appendix B to the
Company's definitive Proxy Statement relating to the Company's 2000 Annual Meeting of
Stockholders filed with the Commission on November 20, 2000 (File No. 0-25245) and
incorporated herein by reference).
23.1 Consent of Stokes Bartholomew Evans & Petree, P.A. (included as part of Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
25 Power of Attorney (included on signature page).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement as amended
hereby:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Post-Effective Amendment which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement as amended hereby.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement as amended hereby or any material change to such information
in the Registration Statement as amended hereby.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of the employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement as amended hereby shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions,
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or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Nashville, state of Tennessee, on the 11th day of
September, 2001.
CORRECTIONS CORPORATION OF AMERICA
By:/s/ John D. Ferguson
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John D. Ferguson
Chief Executive Officer and President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints William F. Andrews, John D. Ferguson and Irving E. Lingo, Jr., and each
of them, the true and lawful attorneys-in-fact and agents of the undersigned,
with full power of substitution and resubstitution, for and in the name, place
and stead of the undersigned, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the Registration Statement
as amended by this Post-Effective Amendment and any registration statement
relating to the same offering as the Registration Statement that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act, as
amended, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, and hereby grants to such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE TITLE DATE
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/s/ John D. Ferguson Chief Executive Officer and President September 11, 2001
------------------------ (Principal Executive Officer),
John D. Ferguson Vice Chairman of the Board of
Directors and Director
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/s/ Irving E. Lingo, Jr. Executive Vice President and September 11, 2001
-------------------------- Chief Financial Officer
Irving E. Lingo, Jr. (Principal Financial and
Accounting Officer)
/s/ William F. Andrews Chairman of the Board of September 11, 2001
------------------------ Directors and Director
William F. Andrews
/s/ Lucius E. Burch, III Director September 11, 2001
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Lucius E. Burch, III
/s/ John D. Correnti Director September 11, 2001
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John D. Correnti
/s/ C. Michael Jacobi Director September 11, 2001
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C. Michael Jacobi
/s/ John R. Prann, Jr. Director September 11, 2001
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John R. Prann, Jr.
/s/ Joseph V. Russell Director September 11, 2001
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Joseph V. Russell
/s/ Henri L. Wedell Director September 11, 2001
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Henri L. Wedell
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EXHIBIT INDEX
NUMBER DESCRIPTION OF EXHIBIT
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4.1 Provisions defining the rights of holders of shares of Common Stock of the Company are found in
Article V of the Amended and Restated Charter of the Company and Article II of the Second
Amended and Restated Bylaws of the Company (previously filed as Exhibits 3.1 and 3.2,
respectively, to the Company's Annual Report on Form 10-K for the year ended December 31, 2000,
filed with the Commission on April 17, 2001 (File No. 0-25245) and incorporated herein by reference).
4.2 Specimen of certificate representing the Company's Common Stock (previously filed as Exhibit
4.2 to the Company's Registration Statement on Form S-4, filed with the Commission on September 30,
1998 (Registration No. 333-65017) and incorporated herein by reference).
5.1 Opinion of Stokes Bartholomew Evans & Petree, P.A. regarding the validity of the additional
shares of Common Stock being registered.
10.1 Corrections Corporation of America's 1997 Employee Share Incentive Plan (formerly CCA Prison
Realty Trust's 1997 Employee Share Incentive Plan) (previously filed as Exhibit 10.25 to
Quarterly Report on Form 10-Q (File No. 1-13049), filed with the Commission on August 25,
1997 and incorporated herein by this reference).
10.2 First Amendment to 1997 Employee Share Incentive Plan (previously filed as Appendix B to the
Company's definitive Proxy Statement relating to the Company's 2000 Annual Meeting of
Stockholders, filed with the Commission on November 20, 2000 (File No. 0-25245) and
incorporated herein by reference).
23.1 Consent of Stokes Bartholomew Evans & Petree, P.A. (included as part of Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
25 Power of Attorney (included on signature page).